Bylaws

Bylaws of the Tennessee Bar Association

(as amended through January 2012)

Offices

The principal office of the corporation shall be located at the Tennessee Bar Center, 221 Fourth Avenue N., Nashville, Tennessee 37219, and the corporation shall have such other offices at such other places as the Board of Governors may from time to time specify or as the business of the corporation may require.

Purpose

The purposes of the Association shall be to foster legal education, maintain the honor and dignity of the legal profession, enhance the performance of the legal profession, cultivate professional ethics and fellowship among its members and promote responsible relationships between the legal profession and the public.

Members

Classifications. The Board of Governors shall determine classifications of the members of the Association.

Qualification. Any person who is a member in good standing of the legal profession shall be eligible for membership in this Association. Law Student Members: As the Board of Governors may determine, a category of non-voting law student membership may be created and established, and any law student is eligible to become a law student member of the Association. Law students may apply for law student membership by such rules as are established by the Board of Governors.

Termination or Suspension. Upon disbarment or suspension from the practice of law, a membership is automatically terminated. Also a membership may be terminated for non-payment of dues. A member may be suspended or expelled for other cause by a two-thirds vote of the Board of Governors after 30 days notice to the member, and after an appropriate hearing, if requested, before the Board of Governors.

Non-Discrimination. No person shall be denied membership in the Association because of race, creed, color, sex or national origin.

Regular Meetings of Members. The members of the Association shall meet semi-annually at places designated by the President, and approved by the Board of Governors.

Notice. All Members shall be notified in writing of the place and time of each meeting, and, in case of a special meeting, the purpose or purposes for which it is called. The Notice shall be given no fewer than 10 nor more than 60 days before a meeting. Notice may be printed in an issue of a regularly published periodical or journal of the Association, mailed to each member entitled to vote, or it may be mailed separately.

Quorum. The members present shall constitute a quorum at any meeting.

Amount of Dues. The amount and time of payment of dues by each classification of membership shall be fixed by the Board of Governors.

Board of Governors

Authority of the Board. The Board of Governors shall govern the activities of, administer the business of and act for the Association in all matters, subject to the direction of membership and provisions of the Charter and these Bylaws.

Members of the Board. The Board shall consist of 24 members, as follows:

President

President-Elect

Vice President

Immediate Past President

Secretary

Treasurer

President, Tennessee Judicial Conference

President and President-Elect, Young Lawyers Division

President, District Attorneys General Conference

President, District Public Defenders Conference

Speaker, House of Delegates

Two Governors from each of the three Grand Divisions

One Governor from each of eight Districts as established by the Board of Governors

Eligibility. Any member of the Association is eligible for election to any office in the Association, provided, however, that no District Governor shall serve more than two consecutive elected terms and no Grand Division Governor shall serve more than three consecutive elected terms in any Grand Division position. For transition purposes only, the initial term for Fifth District Governor Position 1 shall be two years. The Governor elected to Position 1 may then be elected to one consecutive three-year term for a total of five consecutive years.

Election of Governors. The nine District governors and the six Grand Division governors shall be elected by the voting members from their respective Districts or Grand Divisions. A vacancy in the office of Governor may be filled by appointment of the Board of Governors, said appointee to serve until the next annual election. The election of District Governors shall be rotated among the nine Districts, with governors to be elected annually from three Districts for three-year terms. The election of the Fifth District Governor Position 1 shall take place in the same rotation as for district governors from Districts 2 and 8. The election of the Fifth District Governor Position 2 shall take place as the same rotation as for district governors from Districts 3 and 6.

Two governors from and representing each of the three Grand Divisions shall be elected annually for a one-year term to a position designated by Grand Division as either Position 1 or Position 2.

The term of an elected Governor shall commence immediately following the annual membership meeting of the association.

Composition of Districts. The Board of Governors shall have the authority to change composition of the Districts to assure fair and equitable apportionment.

Executive Committee. The Executive Committee of the Board of Governors shall consist of the President, President-Elect, Vice President, Immediate Past President, Secretary, and the Treasurer. The Executive Director shall serve as secretary to the Executive Committee. The Executive Committee shall exercise the powers and duties of the Board of Governors when the Board is not in session.

Committees. The Board of Governors may create such other committees as it may determine helpful in discharging its responsibilities. Each such committee shall be for such duration, consist of such persons and shall perform the functions as assigned by the Board of Governors.

Meetings. The Board of Governors shall meet at least three times each year, at a time and place to be designated by the President. Special meetings may be called by the President or by eight members of the Board.

Notice of Meetings. Each Governor including members of the Executive Committee, shall be given prior notice of a meeting either personally or by mail, telephone, telegram or facsimile transmission.

Quorum. A majority of the members of the Board shall constitute a quorum.

Removal. If a member of the Board of Governors shall attend less than 50 percent of the meetings of the Board of Governors within any administrative year of the Association, the President in his or her discretion may notify the Governor that he or she has been suspended until the next regularly scheduled meeting of the Board when the suspension shall be considered. If the Board shall vote to sustain such a suspension, the Governor shall be notified that membership on the Board is terminated and the Board shall fill the vacancy under the terms of Section 15.

House of Delegates

Purpose. The purpose of the House of Delegates shall be to consider, debate, and make the policy recommendations on matters of interest and concern to the legal profession. The House shall act on matters brought to its attention by the Board of Governors and shall have the authority to institute consideration of matters on its own initiative.

Authority. The House of Delegates shall report its findings, studies, and recommendations to the Board of Governors. Copies of all minutes of meetings of the House shall be furnished each member of the Board of Governors.

Board Action on Policy Recommendations of the House. The Board of Governors may adopt, reject, or amend the policy recommended by the House of Delegates. The Board of Governors may adopt a policy recommended by the House by majority vote of those present and voting. The Board of Governors may reject or amend a policy recommended by the House of Delegates by a vote of a majority of the voting members of the entire Board.

The president or other principal officer of the association shall be present at each meeting of the House of Delegates to report on Association policy, activities, and other matters.

Membership of the House. Every two years in odd years a District Delegate shall be elected from each Judicial District to serve for a four-year term with the exception of the sixth, eleventh, twentieth and thirtieth Districts which shall elect two delegates every two years in odd years to serve four-year terms.

In addition to the District delegates, every two years, one (1) young lawyer delegate shall be elected from each Grand Division by the young lawyer members from that Grand Division.

Counties in Judicial Districts

First Judicial District

Carter, Johnson, Unicoi, Washington

Second Judicial District

Sullivan

Third Judicial District

Greene, Hamblen, Hancock, Hawkins

Fourth Judicial District

Cocke, Grainger, Jefferson, Sevier

Fifth Judicial District

Blount

*Sixth Judicial District

Knox

Seventh Judicial District

Anderson

Eighth Judicial District

Campbell, Claiborne, Fentress, Scott, Union

Ninth Judicial District

Loudon, Meigs, Morgan, Roane

Tenth Judicial District

Bradley, McMinn, Monroe, Polk

*Eleventh Judicial District

Hamilton

Twelfth Judicial District

Bledsoe, Franklin, Grundy, Marion, Rhea, Sequatchie

Thirteenth Judicial District

Clay, Cumberland, DeKalb, Overton, Pickett, Putnam, White

Fourteenth Judicial District

Coffee

Fifteenth Judicial District

Jackson, Macon, Smith, Trousdale, Wilson

Sixteenth Judicial District

Cannon, Rutherford

Seventeenth Judicial District

Bedford, Lincoln, Marshall, Moore

Eighteenth Judicial District

Sumner

Nineteenth Judicial District

Montgomery, Robertson

*Twentieth Judicial District

Davidson

Twenty-First Judicial District

Hickman, Lewis, Perry, Williamson

Twenty-Second Judicial District

Giles, Lawrence, Maury, Wayne

Twenty-Third Judicial District

Cheatham, Dickson, Houston, Humphreys, Stewart

Twenty-Fourth Judicial District

Benton, Carroll, Decatur, Hardin, Henry

Twenty-Fifth Judicial District

Fayette, Hardeman, Lauderdale, McNairy, Tipton

Twenty-Sixth Judicial District

Chester, Henderson, Madison

Twenty-Seventh Judicial District

Obion, Weakley

Twenty-Eighth Judicial District

Crockett, Gibson, Haywood

Twenty-Ninth Judicial District

Dyer, Lake

*Thirtieth Judicial District

Shelby

Thirty-First Judicial District

Van Buren, Warren

The sixth, eleventh, twentieth and thirtieth districts shall elect an additional two Delegates, one for a two-year term and the other for a four-year term with the Delegate receiving the highest number of votes to be designated for the four-year term. Thereafter every two years the additional Delegates from the four said Districts shall be elected for four-year terms.

Elections. Election for the position of Delegate shall be as provided for in sections 40 through 46 of the Bylaws.

Eligibility. Any member of the Association (except Association Officers), in good standing, shall be eligible to serve as a District Delegate. Any member eligble to be a member of the Young Lawyers Division at the time of their nomination shall be eligible to serve as a Young Lawyer Delegate. The domicile of any candidate for the position of Delegate shall be deemed to be the county in which his/her principal law office is located at the time of the election.

Vacancy of Delegate. If no candidate files a declaration of candidacy for District Delegate in a district or if there is no District Delegate by reason of death, declination or other cause, the officers of the House of Delegates may fill the vacancy. If no candidate files a declaration of candidacy for Young Lawyer Delegate or if there is no Young Lawyer Delegate by reason of death, declination or other cause, the Board of Governors of the Young Lawyers Division may fill the vacancy.

Term of Office. The term of an elected Delegate shall commence immediately following the adjournment of the annual meeting of the House next following the certification of the election results.

Officers. The House of Delegates shall elect from its membership a Speaker, who shall preside over the House, a Deputy Speaker, and a Secretary. Each shall serve a two-year term, even if the officer’s term as a Delegate expires in the interim.

Meetings. The annual meeting and additional meetings of the House of Delegates shall be held at times and places as the House shall determine.

Bylaws. The House of Delegates shall establish its own rules of procedure, not inconsistent with these Bylaws.

Officers

President. The President shall be the principal executive officer of the Association. He or she shall supervise and direct the activities of the Association and shall preside at all the meetings of the Association and of the Board of Governors.

President-Elect. The President-Elect shall succeed to the Office of the President. The President-Elect shall discharge the duties of the President upon the death, disability or absence of the President, or upon delegation of that authority by the President.

Vice President. The Vice President shall be elected annually by the voting members of the Association. The Office of Vice President shall move in succession from the Grand Division of Middle Tennessee to the Grand Division of East Tennessee to the Grand Division of West Tennessee. The Vice President shall automatically succeed to the Office of the President-Elect.

Secretary. The Secretary shall be elected for a one-year term by the Board of Governors at its first meeting following each Annual Convention. The Secretary shall supervise the records of all meetings of the Membership, the Board of Governors and the House of Delegates and shall serve as parliamentarian for meetings of the membership and Board of Governors. The Secretary shall supervise all records and archives of the Association and shall serve as historian while in office.

Treasurer. The Treasurer shall be elected by the Board of Governors for a three-year term to commence following the Annual Convention in 1994. The Treasurer shall have general supervision of the financial operations of the Association. At the beginning of the third year of the Treasurer’s term, the Board of Governors may elect an Assistant Treasurer who shall not be an officer and who shall have no vote during the year which follows but who shall succeed to the office of Treasurer when the incumbent Treasurer’s term expires. Elections shall be held at the Annual Convention every three years thereafter.

Executive Director. The Executive Director shall be appointed by the Board and shall serve at its pleasure with such compensation as set from time to time by the Board. The Executive Director shall be in charge of the Association headquarters, shall be responsible for hiring and termination of staff members with the concurrence of the Board, and shall perform other duties as the Board may direct.

Elections of Officers, Governors and American Bar Association Delegates

Notice of Election. A notice indicating the officers, governors and delegates to be elected under these Bylaws shall be contained in general membership publication to be disseminated to the membership at least sixty (60) days prior to February 15 of each year. The Board of Governors may also direct that a separate notice of election be disseminated to the membership, said notice to be received not less than 30 days prior to February 15.

Nominations. Nominations for Officers (other than the Secretary and Treasurer and those who automatically succeed to an office) TBA delegate to the ABA House of Delegates and Governors shall be by petition signed by 25 or more members of the Association. Nominating petitions shall be filed with the Executive Director by February 15 preceding the election. Nominations for Delegates to the TBA House of Delegates shall be by a declaration of candidacy filed with the Executive Director by February 15 preceeding the election.

Ballots. (a) Whenever a contest for a position of Officer, Governor or Delegate exists, the Executive Director shall cause ballots to be printed substantially in the form required by the ballot law of the State. Each ballot shall list the candidates alphabetically under each office. Whenever there is no contest for an office for which a candidate qualifies, the Board of Governors (in the case of officers, governors, or TBA delegate to the ABA House of Delegates) and the House of Delegates (in the case of delegate to the TBA House of Delegates) shall have the authority to declare that any duly qualified candidate who is unopposed shall be automatically elected and a report of the election disseminated to the membership.
(b) The Board of Governors may by resolution establish an optional method for members to cast their vote by a secure electronic method.

Distribution of Ballots for Voting. (a) By March 15, the Executive Director shall distribute to every member of the Association eligible to vote in an Officer, Governor or Delegate election an appropriate ballot or ballots. A signature card, a ballot envelope and a return envelope shall be included with the ballot. The return mail envelopes with the ballots shall bear thereon the address of the accountant or accounting firm tabulating the results of the election.
(b) If the Board of Governors authorizes an optional method as provided in § 42 (b), the distribution of ballots, the use of passwords and the return of the vote to a secure third-party website may be substituted for distribution and return of the ballot and ballot envelope addressed to the accountant or accounting firm.

Return and Counting of Ballots. (a) Not later than the distribution of the ballot, the Board of Governors or its Executive Committee shall select a certified public accountant or a certified public accounting firm to tally the ballots. Ballots must be returned to the designated accountant or accounting firm. The accounting firm shall be provided by the Executive Director a list of the active members eligible to vote in the Association. The accounting firm shall, at the close of business on the 1st of April, or, if that day be on a Saturday or Sunday, on the following Monday, count the ballots.

Certification of Election Results. After the tabulation has been made by the accountant or accounting firm, a report of the count shall be delivered by the accounting firm to the President. If two or more candidates receive an equal number of votes, the winner shall be determined by lot under the supervision of the Board of Governors or House of Delegates respectively. The ballots shall be retained for a period of one-year following any election.

Death of a Candidate. Whenever a duly nominated candidate in a contested election for an officer, Governor or Delegate dies after February 15, his or her name shall, nevertheless, be printed on the contested ballot. If he or she receives a plurality of the votes cast, a vacancy shall exist.

Vacancies of Board Membership. If no candidate is nominated for Governor or if there is no candidate by reason of death, declination or other cause, the Board may fill the vacancy at its next meeting. The Board’s action in filling vacancies shall be effective only until the next annual election of the Association.

Vacancy of Officers. If a vacancy occurs in the Office of the President, the President-Elect shall perform the duties of the President, without vacating his/her own Office. If a vacancy occurs in the Office of President-Elect, the Board of Governors shall fill that vacancy from the members of the Board of Governors from the Grand Division entitled to be represented in that Office and that appointee shall succeed to the Presidency of the Association. If a vacancy occurs in the Office of Vice President, the Board shall fill that vacancy until the next election at which time the Office of President-Elect shall be open for the nomination and election of a candidate from the Grand Division from which the deceased Vice President came.

Election of TBA Delegate, ABA House of Delegates. The TBA Delegates to the ABA House of Delegates shall be elected by a vote of the membership of the TBA. The notice of election, deadline for filing nominating petitions, ballot preparation, mailing and counting of ballots, deadline for receipt of ballots and provisions for contest of elections shall be the same as provided for in sections 40 through 46 for the election of vice president of the TBA. There shall be no requirement as to the grand division from which the candidate shall be nominated or elected.

The delegate positions shall be designated by numbers. The delegate positions with terms expiring in the odd numbered years, shall be designated seats one, three, five, etc. by odd numbers. The positions with terms expiring in the even number years, shall be designated as positions two, four, six, etc. by even numbers. For transition purposes only. The position held by the candidate receiving the largest number of votes in the election, being conducted in the Spring of 2000, shall be designated as elected to position two, and candidate receiving the second largest number of votes shall be elected to position four. For the election being conducted in the Spring of 2001, the position to be held by the regular delegate shall be designated position one and the position to be held by a young lawyer delegate shall be designated position three.

Sections

Creation or Discontinuance. The Board of Governors may establish Sections for Members interested in particular areas of practice as it deems necessary or advantageous. The Board of Governors may terminate any Section if its function is considered unnecessary in carrying out the objectives of the Association, or may consolidate the functions of Sections to better accomplish such objectives.

Function. The function of a Section shall be to investigate, discuss and evaluate trends and activities in its specialized areas and make appropriate recommendations to the Board of Governors regarding legislation, continuing legal education or other needed action in regard to the specialized areas of law.

Bylaws of Sections. A Section shall submit its proposed Bylaws and all amendments thereto to the Board of Governors for approval.

Funds. Each year a Section shall submit its proposed budget to the Board of Governors for approval. Any funds generated by Section dues unspent or unauthorized for Section projects at the close of a fiscal year shall revert to the general operating fund of the Association.

Fiscal Matters

Fiscal Year. The fiscal year of the Association shall be July 1 through June 30.

Fiscal Authority. The Executive Director, Treasurer and other members of the Board or staff members delegated by the Board of Governors to sign checks, handle Association funds, or open and close accounts, shall operate under a surety bond in an amount determined by the Board of Governors.

Indemnity

Indemnification. The Association shall indemnify each present and future Governor, Delegate, Officer, Employee, or Agent of the Association, or any person who may have served at its request as a Director, Officer or Agent of another company or business entity (and, in either case, their heirs, executors and administrators) to the full extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted.

Insurance. The Board of Governors shall have power to purchase and maintain liability insurance on behalf of any person who is or was a Governor, Delegate, Officer, Employee or Agent of the Association, or is or was serving at the request of the Association as a Governor, Delegate, Officer, Director, Employee or Agent of another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under applicable law.

Dissolution

The Association shall use its assets only to accomplish the objectives and purposes as specified in its Charter and these Bylaws. Upon dissolution of the Association, any assets remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations as defined in IRS Code Section 501(c)(3), to be selected by the Board of Governors.

Amendment

Amendment to the Bylaws. These bylaws may be amended and new provisions may be adopted by any one of the three following methods:

By an affirmative vote of two-thirds (2/3) of the entire Board of Governors occurring at least twenty-one (21) days after notice has been given to the membership as to the facts and contents of the proposed amendments; or,

By the affirmative vote of two-thirds (2/3) of the members present and voting at any regular or special meeting of the members at which a quorum is present and occurring at least twenty-one (21) days after notice has been given to the membership as to the facts and contents of the proposed amendment; or

By an affirmative vote of two-thirds (2/3) of the members of the Association who cast votes by mailed ballot with that number of the members voting which would constitute a quorum of a meeting of the members, and the voting deadline for which shall be at least twenty-one (21) days after notice has been given to the membership as to the facts and contents of the proposed amendment, and occurring at least twenty-one (21) days after notice has been given to Board of Governors as to the facts and contents of the proposed amendment.